UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to__________________

Commission File Number 001-39569

SAFETY SHOT, INC.

(Exact name of registrant as specified in charter)

(Formerly known as Jupiter Wellness, Inc.)

Delaware		83-2455880
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

1061 E. Indiantown Road, Suite 110
Jupiter, FL		33477
(Address of principal executive offices)		(Zip Code)

(561) 244-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $.001 par value per share	SHOT	Nasdaq
Warrants to purchase shares of common stock	SHOTW	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be pursuant to Rule 405 of Regulation S- T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 13, 2023, there were 39,817,783 shares of the registrant’s common stock outstanding.

Explanatory Note

Safety Shot, Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No.1 (the “Amendment”) to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2023, to reclassify the financial statements in its Quarterly Report on Form 10-Q (the “Original Form 10-Q”) for the nine months ended September 30, 2023 that was originally filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2023.

Background of Reclassification

Through a series of exchange agreements ( collectively the “Exchange Agreement”) that the Company entered into with SRM Entertainment Limited with respect to the separation of the business of SRM Ltd from the Company which separation closed on August 14, 2023 (the “Separation Date”). Pursuant to the Exchange Agreement, SRM issued to the Company 6,500,000 shares of SRM Common Stock (the “Exchange Shares”), representing 79.3% of SRM’s outstanding shares of Common Stock, in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM Ltd). On August 14, 2023, SRM completed its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of the 6,500,000 Exchange Shares to the Company’s stockholders and certain warrant holders (the “Distribution”). The Distribution occurred on the effective date of the Registration Statement but prior to the closing of the IPO. Following the Distribution, the Company owns 4,500,000 of the 9,450,000 shares of SRM’s outstanding common stock. As a result, SRM is no longer consolidated and is now accounted for using the equity method of accounting.

The financial statements included herein for the period immediately preceding the effective date of the Share Exchange have been reclassified to reflect the respective SRM Ltd assets and liabilities as being held for sale and the operations of SRM Ltd are reflected as discontinued operations.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II - OTHER INFORMATION		10

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	11

SIGNATURES		12

Table of Contents

PART I - FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q includes the accounts of Safety Shot, Inc., a Delaware corporation (“Safety Shot”). References in this Report to “we”, “our”, “us” or the “Company” refer to Safety Shot, Inc. and its consolidated subsidiaries unless the context dictates otherwise.

FORWARD LOOKING STATEMENTS

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as “will,” “may,” “should,” “could,” “would,” “expects,” “plans,” “believes,” “anticipates,” “intends,” “estimates,” “approximates,” “predicts,” “forecasts,” “potential,” “continue,” or “projects,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Quarterly Report on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange Commission (“SEC”). The public can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

Table of Contents

Item 1. Financial Statements

Safety Shot, Inc.

	Page

Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	F-2
Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Balance Sheets

As of September 30, 2023 and December 31, 2022

	Nine months Ended September 30, 2023 (Unaudited)			Year ended December 31, 2022 (Audited)
Assets
Cash	$	4,387,797		$	1,477,552
Marketable Securities		2,281,074			-
Inventory		93,663			151,204
Account receivable		3,012			26,440
Prepaid expenses and deposits		605,818			116,389
Investment in affiliates		794,717			2,909,674
Loan receivable from SRM Entertainment Ltd		-			1,458,914
Current assets held for sale		-			611,316
Total current assets		8,166,081			6,751,489
Long-Term Assets
Right of use assets		521,519			643,977
Intangible assets, net		-			-
Goodwill		-			-
Intellectual property, net		2,612,907			-
Fixed assets, net		30,923			52,494
Assets held for sale		-			1,242,803
Total assets	$	11,331,430		$	8,690,763

Liabilities and Shareholders’ Equity
Accounts Payable	$	1,689,697		$	1,548,384
Convertible notes, net of discounts		2,000,000			2,000,000
Current portion of lease liability		206,015			164,170
Accrued interest		229,261			110,905
Accrued liabilities		89,245			41,326
Covid - 19 SBA Loan		49,166			47,533
Current liabilities held for sale		-			593,192
Total current Liabilities		4,263,384			4,505,510

Long-term portion lease liability		358,920			519,659
Total liabilities		4,622,304			5,025,169
Shareholders’ Equity
Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding		-			-
Common stock, $.001 par value, 100,000,000 shares authorized, of which 37,208,759 and 22,338,888 shares issued and outstanding as of September 30, 2023 and December 31, 2022		37,209			22,339
Additional paid-in capital		65,950,427			53,763,929
Common stock payable		725,230			477,000
Accumulated deficits		(60,003,740	)		(50,597,674	)
Total Shareholders’ Equity		6,709,126			3,665,594

Total Liabilities and Shareholders’ Equity	$	11,331,430		$	8,690,763

The accompanying notes are an integral part of these unaudited financial statements.

F-2

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Operations

For the Three and Nine months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Revenue
Sales	$	11,877		$	85,467		$	69,968		$	125,417
Cost of Sales		46,438			74,365			97,977			93,869
Gross profit (loss) from continuing operations		(34,561	)		11,102			(28,009	)		31,548

Operating expense
General and administrative expenses		4,090,608			1,977,175			7,040,858			5,043,504
Impairment of Promissory Note		-			-			-			1,000,000
Total operating expenses		4,090,608			1,977,175			7,040,858			6,043,504
Other income / (expense)
Interest income		56,113			483			56,802			1,410
Interest expense		(54,751	)		(549,715	)		(168,869	)		(1,124,371	)
Other income / (expense)		(2,426,915	)					(1,236,720	)		4,813
Unrecognized gain / (loss) on equity investment		(726,884	)		-			(726,884	)		-
Total other income (expense)		(3,152,437	)		(549,232	)		(2,075,671	)		(1,118,148	)

Net (loss) from continuing operations	$	(7,277,606	)	$	(2,515,305	)	$	(9,144,538	)	$	(7,130,104	)

Income (loss) from discontinued operations		(460,695	)		182,879			(261,528	)		437,147

Net (loss)	$	(7,738,301	)	$	(2,332,426	)	$	(9,406,066	)	$	(6,692,957	)

Net (loss) per share:
Basic	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)

Weighted average number of shares
Basic		29,836,485			21,530,012			27,370,658			22,191,644

The accompanying notes are an integral part of these unaudited financial statements.

F-3

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Changes in Shareholders’ Equity

For the Three and Nine months Ended September 30, 2023 and 2022

(Unaudited)

	Shares			Amount			Shares			Amount			Payable			Capital			Deficits			Total
	Treasury Shares						Common Stock						Common Stock			Additional Paid-In			Accumulated
	Shares			Amount			Shares			Amount			Payable			Capital			Deficits			Total
Balance, December 31, 2021		-			-			24,046,001		$	24,046		$	285,000		$	51,668,019		$	(35,374,646	)	$	16,602,419
Shares issued for services		-			-			100,000			100			-			104,900			-			105,000
Treasury shares purchased		1,995,948			(2,133,167	)		(1,995,948	)		(1,996	)		-			1,996			-			(2,133,167	)
Net loss		-			-			-			-			-			-			(2,919,775	)		(2,919,775	)
Balance March 31, 2022		1,995,948			(2,133,167	)		22,150,053			22,150			285,000			51,774,915			(38,294,421	)		11,654,477
Treasury shares purchased		694,406			(643,558	)		(694,406	)		(694	)		-			694			-			(643,558	)
Treasury shares cancelled		(2,433,894	)		2,579,894			-			-			-			(2,579,894	)		-			-
Shares issued in connection with convertible promissory note		-			-			250,000			250			-			277,250			-			277,500
Fair value of warrants issued and issue discounts with convertible note		-			-			-			-			-			706,977			-			706,977
Stock options issued for services		-			-			-			-			-			142,169			-			142,169
Net loss		-			-			-			-			-			-			(1,440,756	)		(1,440,756	)
Balance June 30, 2022		256,460			(196,831	)		21,705,647			21,706		$	285,000		$	50,322,111			(39,735,177	)	$	10,696,809
Treasury shares purchased		135,263			(103,320	)		(135,263	)		(135	)		-			135			-			(103,320	)
Shares issued for services		-			-			150,000			150			-			103,710			-			103,860
Common Stock to be issued for services		-			-			-			-			192,000			-			-			192,000
Management common shares cancelled		-			-			(56,496	)		(57	)		-			57			-			-
Net loss		-			-			-			-			-			-			(2,332,426	)		(2,332,426	)
Balance September 30, 2022		391,723			(300,151	)		21,663,888			21,664			477,000			50,426,013			(42,067,603	)		8,556,923

Balance December 31, 2022		-			-			22,338,888		$	22,339		$	477,000		$	53,763,929		$	50,597,674	)	$	3,665,594

Shares issued in Public Offering		-			-			4,315,787			4,316			-			3,446,359			-			3,450,675
Net loss		-			-			-			-			-			-			(1,308,174	)		(1,308,174	)
Balance March 31, 2023		-			-			26,654,675			26,655			477,000			57,210,288			(51,905,848	)		5,808,095
Shares issued for services		-			-			500,000			500			-			219,500			-			220,000
Net loss		-			-			-			-			-			-			(359,591	)		(359,591	)

Balance June 30, 2023		-			-			27,154,675		$	27,155		$	477,000		$	57,429,788			(52,265,439	)	$	5,668,504

Shares issued for Stock payable		-			-			300,000			300			(192,000	)		191,700			-			-
Stock payable for services		-			-			-			-			113,500			-			-			113,500
Stock payable for inducement		-			-			-			-			326,730			-			-			326,720
Purchase of intangible asset		-			-			5,000,000			5,000			-			2,463,500						2,468,500
Stock issued for services		-			-			1,175,000			1,175			-			456,750			-			457,925
Warrant conversions		-			-			3,579,084			3,579			-			3,332,195			-			3,335,774
Deconsolidation of SRM Entertainment and change to equity method of accounting		-			-			-			-			-			551,757			-			551,757
Fair value of price reduction on conversion price for notes and warrants		-			-			-			-			-			1,120,333			-			1,120,333
Fair value of options granted to employees		-			-			-			-			-			39,444			-			39,444
Fair value of warrants granted for services		-			-			-			-			-			364,960			-			364,960
Net Loss		-			-			-			-			-			-			(7,738,301	)		(7,738,301	)
Balance September 30, 2023		-			-			37,208,759			37,209			725,230			65,950,427			(60,003,740	)		6,709,126

The accompanying notes are an integral part of these unaudited financial statements.

F-4

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Cash Flows

For the Nine months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022
	2023			2022
Cash flows from continuing operating activities:
Net (loss)	$	(9,144,538	)	$	(7,130,104	)
Depreciation & Amortization		112,442			16,204
Gain on sale of fixed assets		(23,308	)		(3,702	)
Impairment IP		-			1,000,000
Fair value of options issued for services		39,444			142,169
Fair value of shares issued for services		791,425			400,860
Fair value of shares issued for inducement		326,730			-
Fair value of warrants issued for services		364,960			-
Amortization of debt discount		-			996,879
Amortization of Clinical research agreement		-			212,500
Loss on extinguishment		1,120,333			-
Unrealized gain/loss on equity investment		726,884			-
Realized gain/loss on sale of marketable securities		(216,664	)		-
Unrealized loss on marketable securities		356,359			-
Bad debt		4,816			2,266

Adjustments to reconcile net income to net cash provided by (used in) operating activities
Prepaid expenses and deposits		(181,946	)		(284,538	)
Right of Entry asset		122,458			114,004
Accounts receivable		371,803			(28,767	)
Inventory		94,157			(148,489	)
Accounts payable		(59,862	)		(292,547	)
Accrued liabilities		130,938			68,162
Lease liability		(118,894	)		(94,078	)
Net cash (used in) continuing operating activities		(5,182,463	)		(5,029,182	)

Cash flows from discontinued operating activities:
Income (loss) from discontinued operations		(261,528	)		437,147
Reclassification of assets and liabilities to held for sale		863,065			(437,409	)
Cash provided from discontinued operations		601,537

SEC Form 10-Q/A filed by Jupiter Wellness Inc. (Amendment)